<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                (AMENDMENT NO. 1)
              [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                                       OR

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

                       THE SECURITIES EXCHANGE ACT OF 1934

              FOR THE TRANSITION PERIOD FROM _________ TO _________

                          COMMISSION FILE NO. 001-15617

                                 SPIGADORO, INC.
                  (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS
                                    CHARTER)

                             DELAWARE     13-3920210
                  (STATE OR OTHER JURISDICTION   (I.R.S. EMPLOYER
              OF INCORPORATION OR ORGANIZATION)   IDENTIFICATION NO.)

                                 SPIGADORO, INC.
                         70 EAST 55TH STREET, 24TH FLOOR
                            NEW YORK, NEW YORK 10022
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 754-4271

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

         TITLE OF EACH CLASS:       NAME OF EACH EXCHANGE ON WHICH REGISTERED:
    COMMON STOCK, $0.01 PAR VALUE            AMERICAN STOCK EXCHANGE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                      NONE

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant as of the close of business on March 28, 2002
was approximately $3,000,000.

As of March 28, 2002, 67,628,016 shares of the registrant's common stock, $0.01
par value (excluding treasury shares), were issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None


<PAGE>

EXPLANATORY NOTE

This amendment contains Part III of the Form 10-K filed by Spigadoro, Inc. on
April 16, 2002 for the fiscal year ended December 31, 2001.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth the names, ages and positions of our executive
officers and directors:

<TABLE>
<CAPTION>
NAME                                        AGE                        POSITION
----                                        ---                        --------
<S>                                         <C>                      <C>
Jacob Agam                                   47                      Chairman of the Board
Carlo Petrini                                68                      Co-Chairman of the Board
Riccardo Carelli                             60                      Chief Executive Officer and Director
Larino Teruzzi                               58                      Chief Financial Officer
Marc S. Goldfarb (1)                         38                      Director
Klaus Grissemann                             58                      Director
Erich Weber (1)                              60                      Director
Robert Weiss (1)                             55                      Director
</TABLE>

(1) Member of Audit Committee

JACOB AGAM has served as our Co-Chairman of the Board since our organization in
October 1996 and became our Chairman and our Chief Executive Officer in April
1998 and the Chairman of the Board and President of Petrini in March 2000. He
resigned his position as Chief Executive Officer of Spigadoro in April 2001. Mr.
Agam has served as the Chairman of the Board and Chief Executive Officer of
Gruppo Spigadoro N.V., a Dutch holding company and principal stockholder of
Spigadoro, since September 1998. Mr. Agam is a founder and has been Chairman of
Vertical Capital Ltd. and Orida Capital Ltd., companies engaged in private
equity investments and advisory services, respectively, since their inception in
1998, and the Chairman of Vertical Financial Holdings, an affiliate of Vertical
Capital Ltd. and a stockholder of Spigadoro, since 1991. Mr. Agam received a law
degree from Tel Aviv University in 1984 and an LLM degree in securities and
corporate finance from the University of Pennsylvania in 1986.

CARLO PETRINI has served as our Co-Chairman of the Board since February 2000 and
has served as a director of Spigadoro since December 1999. Mr. Petrini is a
direct descendant of the founder of Petrini S.p.A., has worked for Petrini for
44 years and served as its Chairman of the Board from 1980 until March 2000. Mr.
Petrini currently serves as a director of Petrini. Mr. Petrini also co-founded
the American-Italian Pasta Company, a United States pasta manufacturer, which
was sold in 1989 and subsequently listed on the New York Stock Exchange. Mr.
Petrini is also a board member of various Italian trade groups, industrial and
food companies, as well as Banca d'Italia (Perugia).

RICCARDO CARELLI has served as the Chief Executive Officer and a Director of
Spigadoro and Petrini since April 2001 and as President and a Director of
Gazzola since January 2001. Since 1995, Mr. Carelli has been a principal and
founder of Carelli Carugo and Associates, a management consulting company
focused on the food industry. From 1973 to 1996, Mr. Carelli served in various
capacities for Barilla, including as Chief Executive Officer from 1990 to 1995.

LARINO TERUZZI has served as our Chief Financial Officer since October 2001, the
Chief Financial Officer of Petrini since October 2001 and Chief Financial
Officer of Gazzola since November 2000. Previously, he served for five years as
Chief Financial Officer of B&B Italia S.p.A., a furniture manufacturer. From
1987 to 1995, Mr. Teruzzi was Chief Finance Director of Invernizzi, a cheese
manufacturer owned by Kraft. Mr. Teruzzi has a degree in business from Cattolic
University of Milan, Italy.

MARC S. GOLDFARB has served as a director of Spigadoro since September 1999.
Since August 1998, Mr. Goldfarb has served as the President and Managing
Director of Orida Capital USA, Inc., a consulting firm that is the U.S.
representative of the Vertical Group, a global private equity firm. Prior to
joining Orida Capital USA, Mr. Goldfarb was a corporate and securities attorney
for over 10 years, most recently as a partner at Bachner, Tally, Polevoy &
Misher LLP in New York, where he specialized in corporate finance, venture
capital and mergers and acquisitions. Mr. Goldfarb holds a B.S. degree in
Management and Industrial Relations from Cornell University and a J.D. from the
University of Pennsylvania Law School.

<PAGE>

KLAUS GRISSEMANN served as our Chief Financial Officer from October 1996 until
June 2000 and has served as a director of Spigadoro since December 1996. In
1989, Mr. Grissemann joined IAT AG, one of our subsidiaries, as Chief Financial
Officer and has served as a director of IAT AG since 1993. From 1979 until 1988,
Mr. Grissemann served as Chief Financial Officer of Jaeger Le Coultre AG, a
Swiss watch manufacturer. Mr. Grissemann graduated from Kantonale Handelsschule
business school in Zurich.

DR. ERICH WEBER has served as a director of Spigadoro since June 1998. Dr. Weber
has served in several management positions at Revi Informatik, a data processing
consulting company, since 1992 following ten years as a partner and manager of
electronic data processing consulting of Revisuisse Price Waterhouse, Zurich.
Prior thereto, he served as department manager of informatics for Migros
Genossenschaftsbund and Alusuisse, a producer of aluminum products. Dr. Weber
earned his doctorate in Economic Science from the University of Zurich in 1970.

ROBERT WEISS has served as a director of Spigadoro since June 1998. In 1980, Mr.
Weiss founded Robert Weiss Consulting, an independent electrical engineering
consulting company, and has served as its President since 1980. Previously, he
served nine years as a consultant to Alusuisse, a producer of aluminum products,
in its headquarters and department of research and development. Mr. Weiss
received a degree in Chemistry from Technical College Winterthur in 1970.

All directors hold office until the next annual meeting of stockholders or until
their successors are elected and qualified. Vacancies and any additional
positions created by board action are filled by action of the existing Board of
Directors. All officers serve at the discretion of the Board of Directors.

RIGHTS TO NOMINATE DIRECTORS

Under the terms of the Petrini acquisition in December 1999, we agreed that for
so long as Gruppo Spigadoro (or its current shareholders), their respective
affiliates and Carlo Petrini collectively hold at least:

         o        50% of the outstanding shares of our common stock, Gruppo
                  Spigadoro or its assignees will have the right to nominate 50%
                  of the members for election to our Board of Directors;

         o        25% of the outstanding shares of our common stock, Gruppo
                  Spigadoro or its assignees will have the right to nominate 25%
                  of the members for election to our Board of Directors;

         o        10% of the outstanding shares of our common stock, Gruppo
                  Spigadoro or its assignees will have the right to nominate a
                  single member for election to our Board of Directors.

Gruppo Spigadoro has not yet nominated any members of our Board of Directors.
However, the existence of such rights could increase the control over us by
Gruppo Spigadoro and its affiliates, including members of the Vertical Group.
Prior to December 1999, Vertical Financial had the right to nominate two members
for election to our Board of Directors. Mr. Agam, our Chairman of the Board, and
Mr. Goldfarb were nominated to our Board of Directors by Vertical Financial.

COMMITTEES OF THE BOARD OF DIRECTORS

Audit Committee

The Audit Committee consists of Messrs. Goldfarb, Weber, and Weiss. The primary
functions of the Audit Committee are to recommend engagement of our independent
public accountants and to maintain communications among such independent
auditors, the Board of Directors and our internal accounting staff with respect
to accounting and audit procedures, the implementation of recommendations by
such independent auditors, the adequacy of our internal controls and related
matters.

ADVISORY COMMITTEES TO THE BOARD OF DIRECTORS


<PAGE>

Advisory Compensation Committee

The Advisory Compensation Committee consists of Messrs. Petrini, Carelli, and
Mario Amoroso, a Director of Petrini. The principal functions of the Advisory
Compensation Committee are to review the management organization and
development, review significant employee benefit programs, including bonus
plans, stock option and other equity-based programs, deferred compensation plans
and any other cash or stock incentive programs and to advise and recommend to
the Board of Directors action to be taken by the Board of Directors with respect
to such matters.

Advisory Acquisition Committee

The Advisory Acquisition Committee consists of Messrs. Carelli, Grissemann,
Petrini and Robert Taylor, who serves as our Director of Corporate Development.
The Acquisition Committee advises the Board of Directors on matters concerning
our acquisition program, including identification of acquisition targets,
determination of the preliminary approach and negotiation strategy, and
management of contract preparation.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers and persons who own 10% or more of the Common
Stock to file reports of ownership and changes in ownership concerning the
Common Stock with the SEC and to furnish the Company with copies of all Section
16(a) forms they file. The Company is required to identify any person subject to
this requirement who failed to file any such report on a timely basis. Based on
the Company's review of the reports it has received, the Company believes all
filings required to made under Section 16(a) during fiscal 2001 were made on a
timely basis, except as follows: Carlo Petrini, Co-Chairman of the Board and a
10% stockholder, filed a Form 4 on April 29, 2002 reporting a grant of 600,000
shares on February 25, 2002; Marc Goldfarb, a director, filed a Form 4 on April
29, 2002 reporting the distribution of 250,000 shares from Gruppo Spigadoro
N.V.; and Gruppo Spigadoro N.V., a 10% stockholder, filed a Form 3 on April 29,
2002 reporting the issuance of 36,125,130 in December 1999 (which shares had
been reported in a timely Schedule 13D), and a Form 4 on April 29, 2002
reporting dispositions of 400,000, 333,333 and 250,000 shares in April 2000,
October 2000 and September 2001, respectively, and the acquisition of 2,400,000
shares in February 2002.

ITEM 11.  EXECUTIVE COMPENSATION

The following summary compensation table sets forth the aggregate compensation
paid by us to Riccardo Carelli, our Chief Executive Officer during much of
fiscal 2001, and to our four other most highly compensated executive officers
whose aggregate compensation exceeded $100,000 for fiscal 2001 for services
rendered during the fiscal years ended December 31, 2001, 2000 and 1999 ("named
executive officers"):


                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                              Annual Compensation (1)                        Long-Term Compensation
                                              -----------------------                        ----------------------
                                                                 Other Annual       Restricted   Securities      All other
Name and Principal                            Salary    Bonus    Compensation          Stock     Underlying     Compensation
Position                             Year        ($)      ($)       ($)              Awards(s)   Options(#)          ($)
--------                             ----        ---      ---       ---              ---------   ----------          ---
<S>                                  <C>      <C>       <C>      <C>                <C>          <C>            <C>
Riccardo Carelli                     2001      --        --        275,000(2)          --         300,000           --
Chief Executive Officer                                             43,000(9)

Jacob Agam                           2001      (3)       --          --                --          40,000
Chairman of the Board                2000     75,000     --          --                --          40,000(4)        --
                                     1999      (3)       --          --                --            --

Carlo Petrini                        2001      --        --         78,225(2)(5)       --            --             --
Co-Chairman of the Board                                            13,600(6)
                                     2000      --        --        243,200(2)          --            --             --
                                                                    14,500(6)
                                     1999      --        --        259,500(2)          --            --             --
                                                                    31,100(6)

Glauco Narciso                       2001      --        --        186,600(2)          --         200,000           --
                                                                    30,000(7)

Larino Teruzzi                       2001      --        --        197,000(8)          --          49,401           --
Chief Financial Officer              2000      --        --         21,000             --            --             --
</TABLE>



<PAGE>

(1)      For fiscal 2001, compensation paid in Euros is converted into U.S.
         dollars at the exchange rate of Euro 1.129 = U.S. $1.00. For prior
         years, compensation was paid in Lire and is converted into U.S. dollars
         at the exchange rate of $1.00=2,056 Lire for 2000 and 1,927 Lire for
         1999.

(2)      Represents compensation received from Petrini for services rendered as
         an executive officer and/or director of Petrini.

(3)      Mr. Agam served as Co-Chairman of the Board since our organization in
         1996 and became the sole Chairman and Chief Executive Officer in April
         1998. Under an employment agreement effective January 1, 2000, Mr. Agam
         was entitled to an annual salary of $300,000 per year plus certain
         other benefits. This agreement was terminated in April 2000 and was
         replaced with an agreement with Vertical Financial under which we
         agreed to pay Vertical Financial $25,000 per month, plus expenses,
         through December 2002 for the services of Mr. Agam as our Chairman of
         the Board and Chief Executive Officer. Amounts payable under the
         agreement with Vertical Financial are excluded from the table. Also
         excludes $144,000 paid to Vertical Financial as compensation for the
         services of Jacob Agam, our Chairman, during 1999. See "-- Director
         Compensation" and "-- Employment Contracts and Termination of
         Employment and Change-In-Control Arrangements."

(4)      In January 2001, Mr. Agam voluntarily forfeited these options and,
         consequently, the options were terminated.

(5)      Mr. Petrini receives annual compensation from Petrini of $182,462,
         which amount was paid for only a portion of fiscal 2001.

(6)      Represents payments received from Petrini for automobile leases.

(7)      Represents the value of a car provided by Petrini for Mr. Narciso's
         use.

(8)      Represents compensation received from Petrini for services rendered as
         chief financial officer of Petrini, including $165,000 salary and
         32,000 bonus.

(9)      Represents compensation for automobile and other expenses.

                      OPTION GRANTS IN THE LAST FISCAL YEAR

The following table sets forth certain information regarding stock options
granted to our named executive officers during the fiscal year ended December
31, 2001.

<TABLE>
<CAPTION>
                                         Individual Grants
                                         -----------------
                                                                                                             Potential
                                   Number of         Percent of                                           Realizable Value
                                   Securities          Total                                                At Assumed
                                   Underlying         Options           Exercise                            Annual Rate of
                                   Options           Granted to        or Base                              Stock Price
                                   Granted           Employees          Price           Expiration        Appreciation For
             Name                    (#)           in Fiscal Year       ($/Sh)           Date              Option Term(1)
             ----                    ---           --------------       ------           ----              --------------
<S>                                <C>             <C>                   <C>            <C>           <C>  <C>
                                                                                                      5%($)        10%($)

Riccardo Carelli                   300,000            9.4%              0.45           7/31/11          --          --

Jacob Agam                          40,000            1.3%              0.45           7/31/11          --          --

Carlo Petrini                         --              --                 --              --             --          --

Glauco Narciso                     200,000            6.3%              0.45           7/31/11          --          --

Larino Teruzzi                      49,401            1.5%              0.45           7/31/11          --          --
</TABLE>


(1)      Calculated by multiplying the exercise price by the annual appreciation
         rate shown (as prescribed by the SEC rules) and compounded for the term
         of the options, subtracting the exercise price per share and
         multiplying the gain per share by the number of shares covered by the
         options. These amounts are not intended to forecast possible future
         appreciation, if any, of the price of our common stock. The actual
         value realized upon exercise of the options will depend on the fair
         market value of our common stock on the date of exercise.



<PAGE>

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR END OPTION VALUES

The following table sets forth certain information with respect to the exercise
of stock options during fiscal 2001 by our named executive officers and the
number and value of unexercised options held by each of our named executive
officers as of December 31, 2001:

<TABLE>
<CAPTION>
                                                            Number of Securities                  Value of Unexercised
                          Shares                           Underlying Unexercised                 In-the-Money Options
                         Acquired          Value                 Options at                              at
Name                    on Exercise       Realized          Fiscal Year-End (#)                     Fiscal Year-End ($)(1)
----                    -----------       --------          -------------------                     ----------------------
<S>                        <C>            <C>          <C>               <C>               <C>                <C>
                                                      Exercisable        Unexercisable      Exercisable       Unexercisable
                                                      -----------        -------------      -----------       -------------
Riccardo Carelli            --               --         300,000                --             --                   --
Jacob Agam                  --               --          40,000(2)             --             --                   --
Carlo Petrini               --               --            --                  --             --                   --
Glauco Narciso              --               --          200,000               --             --                   --
Larino Teruzzi              --               --            49,401              --             --                   --
</TABLE>

(1)      None of the options are currently in-the-money.
(2)      In January 2001, Mr. Agam voluntarily forfeited options to purchase an
         additional 40,000 shares and, consequently, the options were
         terminated.

In January 2001, employees holding options to purchase an aggregate of 1,020,000
shares of common stock of the Company voluntarily terminated their options. The
options had exercise prices ranging from $1.87 to $2.88 per share. In August
2001, we issued new options to purchase an aggregate of 836,666 shares of common
stock, which options were intended to compensate the recipients for their prior
terminations. The exercise price for the new options is $0.45, the fair market
value of our stock on the date of grant, and the options have a ten-year term.
The only named executive officer participating in the new grant was Jacob Agam,
who received options to purchase 40,000 shares.

The entire Board of Directors approved and authorized the cancellation and
re-grant of the stock options, including those disclosed in the Option Repricing
Table below. The decision to approve this cancellation and re-grant followed a
review of existing option grants and the recognition that granting stock options
motivates high levels of performance and provides an effective means of
recognizing employee contributions to the success of the Company. The offer
provided an opportunity for the Company to offer eligible employees a valuable
incentive to stay with the Company. Some of the Company's outstanding options,
whether or not they were exercisable, had exercise prices that were
significantly higher than the then market price of the Company's Common Shares.
By making the offer to exchange outstanding options for new options that had an
exercise price at least equal to the market value of the Company's Common Shares
on the grant date, the Company intended to provide its eligible employees with
the benefit of owning options that over time may have a greater potential to
increase in value, create better performance incentives for eligible employees
and thereby maximize shareholder value. Option holders who agreed to the
cancellation of their options were required to wait almost seven months before
the grant of new options. This waiting period was necessary in order to not
incur a charge to earnings under accounting principles generally accepted in the
United States. The new options had an exercise price equal to the fair market
value of the Company's Common Shares on the grant date.

                           TEN-YEAR OPTION REPRICINGS

The following table contains further information regarding the termination and
re-issuance of stock options described above during 2001 by the named
executive officers. There were no other named executive officers of the Company
whose options were terminated and re-issued during 2001.

<TABLE>
<CAPTION>

                                                   NUMBER OF                                                           LENGTH OF
                                                  SECURITIES                                                         ORIGINAL OPTION
                                                  UNDERLYING      MARKET PRICE OF     EXERCISE PRICE       NEW       TERM REMAINING
                                                   OPTIONS         STOCK AT TIME        AT TIME OF       EXERCISE      AT DATE OF
NAME AND PRINCIPAL POSITION        DATE           REPRICED(#)     OF REPRICING($)      REPRICING ($)     PRICE($)       REPRICING
---------------------------    --------------     -----------     ---------------     --------------     --------     --------------
<S>                                <C>            <C>                <C>                   <C>                <C>        <C>
Jacob Agam                     August 1, 2001       40,000              0.45               1.87            0.45        8.2 years
Chairman
</TABLE>

               EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
                       AND CHANGE-IN-CONTROL ARRANGEMENTS

Mr. Carelli

Mr. Carelli serves as Chief Executive Officer through a consulting agreement
that provides for a per diem fee. In fiscal 2001, the fee was capped at
approximately $25,000 per month, plus an additional 15% to cover automobile
and other expenses. The agreement, which expired on December 31, 2001,
required that Mr. Carelli spend a minimum of 12 days per month on Company
activities. A new agreement was reached for fiscal 2002, which provides for a
per diem fee of approximately $2,600 per day, plus an additional 15% to cover
automobile and other expenses. The new agreement does not contain a minimum time
commitment, and it is expected that Mr. Carelli will spend a portion of his
business time on matters other than those affecting Spigadoro.

Mr. Agam

We entered into an employment agreement effective as of September 1, 1998 with
Mr. Agam under which Mr. Agam agreed to serve as our Chief Executive Officer for
a three-year term expiring September 1, 2001. Under the employment agreement,
Mr. Agam was entitled to an annual salary of $75,000 per year, plus a bonus to
be approved by the Board of Directors. If the employment agreement was
terminated by us without cause, Mr. Agam was entitled to receive his base salary
for a period of one year following the date of termination. In connection with
the Petrini transaction, we entered into an Amended and Restated Employment
Agreement effective January 1, 2000 with Mr. Agam which provided for an annual
salary of $300,000. This agreement was subsequently terminated in April 2000 by
mutual agreement between us and Mr. Agam and was replaced with an agreement with
Vertical Financial under which we agreed to pay Vertical Financial $25,000 per
month, plus expenses, through December 2002 for the services of Mr. Agam.

Mr. Narciso

Mr. Narciso is employed as Managing Director of Petrini pursuant to an agreement
that provides for an annual salary of approximately $197,000 and an annual bonus
of approximately $46,000.

Mr. Teruzzi

Mr. Teruzzi provides services as Chief Financial Officer through a consulting
agreement between Petrini and Executive Interim Management, an employment
services firm. The agreement is for a one year period, expiring on December 31,
2002. Pursuant to the agreement, Petrini pays an annual fee of approximately
$197,000, reimbursement for travel

<PAGE>

expenses of approximately $31,000 per year, plus an annual bonus in stock
options.

Mr. de Luca

Lucio de Luca served as our Chief Operating Officer and a director, as well as
the Chief Executive Officer of Petrini, until April 2001. In April 2001, Mr. de
Luca resigned his employment with Spigadoro and its subsidiaries, and the
Employment Agreements with all such entities were terminated. In connection with
the termination of such agreements, Petrini agreed to pay Mr. de Luca
approximately $550,000, payable $320,000 in April 2001 and $230,000 in December
2002; provided, however, that in the event that Gruppo Spigadoro N.V. receives
proceeds of at least $10 million from any sale of Spigadoro shares prior to
December 2002, the obligation of Petrini to pay the remaining $230,000 will be
terminated and Gruppo Spigadoro N.V. will be obligated to pay to Mr. de Luca
$500,000. In addition, we agreed to cancel indebtedness of $100,000 owed by Mr.
de Luca to us.


DIRECTOR COMPENSATION

Our directors currently do not receive any compensation as such, but directors
who are not also our executive officers are reimbursed for expenses incurred in
connection with their service on the Board of Directors. We may establish
different compensation policies in the future. Under the terms of an agreement
between us and Vertical Financial, we agreed to pay Vertical Financial $25,000
per month, plus expenses, through December 2002, for the services of Mr. Agam as
our Chairman of the Board and Chief Executive Officer. See "Certain
Relationships and Related Transactions -- Stock Purchase Agreement and Related
Transactions" and "-- Vertical Agreement." No other compensation was paid to any
of our directors for their service as directors during fiscal 2000.

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended December 31, 2001, our Advisory Compensation
Committee consisted of consisted of Messrs. Petrini and Amoroso and Mr. De Luca
until April 2001. None of the members of the Advisory Compensation Committee is
a current or former employee or officer of Spigadoro or any of our subsidiaries,
except Mr. de Luca who served as our Chief Operating Officer and the Chief
Executive Officer of Petrini until April 2001. None of our executive officers
and no member of our Compensation Committee is a member of any other business
entity that has an executive officer that sits on our Board of Directors or on
our Compensation Committee.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding ownership of our
common stock as of April 26, 2002 by (i) each of our directors, (ii) each of our
named executive officers, (iii) each person known by us to own beneficially more
than five percent of our outstanding common stock, and (iv) all of our executive
officers and directors as a group. As of April 25, 2002, we had 67,628,016
shares of common stock outstanding (excluding treasury shares). Unless otherwise
indicated, the address of our directors and officers is c/o Spigadoro, Inc., 70
East 55th Street, 24th Floor, New York, New York 10022. Beneficial ownership is
defined in accordance with the rules of the SEC and generally means the power to
vote and/or to dispose of the securities regardless of any economic interest
therein. In computing number and percentage ownership of shares of our common
stock beneficially owned by a person, shares of common stock subject to options
held by that person that are exercisable within 60 days are deemed outstanding.
Such shares of our common stock, however, are not deemed outstanding for
purposes of computing the percentage ownership of stockholders other than such
person.
<TABLE>
<CAPTION>
                                                                         Number of Shares
                                                                           Beneficially               Percentage of Shares
Name and Address of Beneficial Owner                                         Owned                     Beneficially Owned
------------------------------------                                         -----                     ------------------
<S>                                                                      <C>                          <C>
Carlo Petrini                                                                  12,841,400                       18.9%
Jacob Agam (1)                                                                 40,000 (2)                           *
Riccardo Carelli                                                               300,000(2)                           *

<PAGE>

Glauco Narciso                                                                 200,000(2)                           *
Larino Teruzzi                                                                  49,401(2)                           *
Klaus Grissemann                                                              249,244 (3)                           *
Marc Goldfarb                                                                 275,000 (4)                           *
Erich Weber                                                                    25,000 (2)                           *
Robert Weiss                                                                   25,000 (2)                           *
Gruppo Spigadoro N.V.                                                      37,541,797 (5)                       55.5%
All executive officers and directors as a group (9 persons)                14,005,045 (6)                       20.5%
</TABLE>

 *       Less than 1%

(1)      Jacob Agam, our Chairman of the Board, is the Chairman of the Board of
         Vertical Capital, Vertical Financial and Gruppo Spigadoro. Mr. Agam
         disclaims beneficial ownership of the shares beneficially owned by
         these entities. See "Footnote 5."

(2)      Represents shares of common stock issuable upon exercise of options
         that are exercisable within 60 days of April 25, 2002.

(3)      Includes 75,000 shares of common stock issuable upon exercise of
         options that are exercisable within 60 days of April 25, 2001.

(4)      Includes 25,000 shares of common stock issuable upon exercise of
         options that are exercisable within 60 days of April 25, 2001.

(5)      The address for Gruppo Spigadoro is Strawinskylaan 1725, 1077 XX,
         Amsterdam, The Netherlands. Through various intermediate entities,
         Vertical Capital and its affiliates beneficially own approximately 75%
         of the outstanding common stock of Gruppo Spigadoro and therefore have
         the power to vote all of the outstanding common stock of Gruppo
         Spigadoro. As a result, based upon the voting power of these entities,
         Vertical Capital may be deemed to beneficially own the shares of common
         stock held by Gruppo Spigadoro.

         In addition, Vertical Financial, an affiliate of Vertical Capital, owns
         818,940 shares of our common stock and warrants to purchase 690,152
         shares of common stock that are exercisable within 60 days of April 25,
         2001. We have been advised that Vertical Financial also owns equity
         interests in Behala Anstalt, Lupin Investments Services Ltd. and
         Henilia Financial Ltd. and that Vertical Financial has agreements with
         third party investors in each such entity. These entities beneficially
         own an aggregate of 589,314 shares of common stock and 890,151 shares
         of common stock issuable upon exercise of warrants that are exercisable
         within 60 days of April 25, 2001. These equity interests and agreements
         entitle Vertical Financial to varying percentages of the profits
         resulting from the sale of the shares of each of these entities. Under
         agreements with each of these entities, the trustee of each such entity
         has voting and dispositive power over the shares held by that entity,
         although Vertical Financial retains the right to appoint or terminate
         the appointment of the trustee. These shares are not included in the
         shares beneficially owned by Vertical Financial. As a result, Vertical
         Financial, Vertical Capital and their affiliates (collectively, the
         "Vertical Group"), beneficially own approximately 59% of our
         outstanding common stock. In addition, trusts established for members
         of the Agam family indirectly own 100% of Vertical Capital and Vertical
         Financial.

(6)      Includes 739,401 shares of common stock issuable upon exercise of
         options that are exercisable within 60 days of April 25, 2001. Excludes
         shares of common stock beneficially owned by Gruppo Spigadoro and the
         Vertical Group.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

DIRECTOR VOTING AGREEMENT

Under the terms of the Petrini acquisition, we agreed that for so long as Gruppo
Spigadoro (or its current shareholders), their respective affiliates and Carlo
Petrini collectively hold at least:

         o        50% of the outstanding shares of our common stock, Gruppo
                  Spigadoro or its assignees will have the right to nominate 50%
                  of the members for election to our Board of Directors;

         o        25% of the outstanding shares of our common stock, Gruppo
                  Spigadoro or its assignees will have the right to nominate 25%
                  of the members for election to our Board of Directors;

         o        10% of the outstanding shares of our common stock, Gruppo
                  Spigadoro or its assignees will have the right

<PAGE>

                  to nominate a single member for election to our Board of
                  Directors.

Gruppo Spigadoro has not yet nominated any members of our Board of Directors.
However, the existence of such rights could increase the control over us by
Gruppo Spigadoro and its affiliates, including members of Vertical Group. Jacob
Agam, our Chairman of the Board, is also Chairman of the Board of Gruppo
Spigadoro and certain members of the Vertical Group. Members of the Vertical
Group have economic ownership of approximately 75% of the outstanding common
stock of Gruppo Spigadoro and have the power to vote all of the outstanding
common stock of Gruppo Spigadoro and, as a result, the Vertical Group has the
ability to vote or direct the vote of approximately 59% of our outstanding
common stock as of April 26, 2002. In addition, trusts established for members
of the Agam family indirectly own 100% of Vertical Capital and Vertical
Financial.

ORIDA AGREEMENT

We have entered into a consulting agreement with Orida Capital USA under which
Orida Capital has agreed to perform consulting and advisory services for us,
including identifying and analyzing acquisition and investment opportunities.
The agreement expires in June 2003 and provides for an annual fee of $300,000.
Mr. Agam is the founder and Chairman of Orida Capital Ltd., an affiliate of
Orida Capital USA, and Mr. Goldfarb, one of our directors, is President and
Managing Director of Orida Capital USA.

VERTICAL AGREEMENT

In April 2000, we entered into an agreement with Vertical Financial under which
we agreed to pay Vertical Financial $25,000 per month, plus expenses, through
December 2002, for the services of Mr. Agam as our Chairman of the Board and
Chief Executive Officer. See "Employment Contracts and Termination of
Employment and Change-In-Control Agreements."

RELATED PARTY LOANS

In October 2001, we issued to Gruppo Spigadoro an Amended and Restated
Promissory Note that replaced a previously outstanding convertible promissory
note. The old note was in the principal amount of approximately $6.3 million (of
which approximately $5.3 million was outstanding), accrued interest at a rate of
5% per annum, was repayable on demand and was convertible at any time at our
option into shares of our common stock at a conversion price equal to the
greater of $2.50 or 85% of the average closing price of our common stock for the
five trading days prior to the notice of conversion. The Amended and Restated
Promissory Note is a term note maturing on the earlier of December 31, 2002 or
certain equity or asset sales and bears interest at 6% per annum.

In October 2001, we issued promissory notes in the amounts of $3.0 million and
$3.6 million to Bebington Holdings N.V. (an affiliate of Gruppo Spigadoro N.V.)
and Carlo Petrini, respectively, each of which is a principal stockholder. The
notes were issued in exchange for new capital provided by such stockholders at
the request of the Italian bank consortium and in connection with the
negotiations regarding an extension of our working capital facility. The
proceeds from these notes were used by us to contribute additional equity into
our Petrini subsidiary. The loans bear interest at 6% annually and are repayable
on December 31, 2002 or sooner in the event of certain equity or asset sales. In
the event the principal amount is not repaid on the maturity date, the entire
Bebington loan and approximately $1.4 million of the Carlo Petrini loan are
automatically convertible into shares of our common stock at a conversion rate
equal to 85% of the average closing sale price of our common stock for the ten
trading days prior to the maturity date. The remaining portion of the Carlo
Petrini loan would be repaid through the assignment by us of a portion of a loan
receivable from our subsidiary Petrini S.p.A., after which assignment Mr.
Petrini would look only to Petrini S.p.A. for repayment of that portion of the
loan. In consideration for the extension of these loans and the amendment of the
Gruppo Spigadoro note, we issued to Carlo Petrini and Gruppo Spigadoro N.V.
600,000 and 2,400,000 shares of our common stock, respectively.

EMPLOYMENT ARRANGEMENTS WITH OFFICERS AND DIRECTORS

See "Employment Contracts and Termination Of Employment and Change-In-Control
Arrangements."


<PAGE>



                                   SIGNATURES

In accordance with the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                                     SPIGADORO, INC.

Dated:     April 29, 2002                            By: /s/ Riccardo Carelli
                                                     ------------------------
                                                     Riccardo Carelli
                                                     Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                                       TITLE                                                   DATE
<S>                                    <C>                                                          <C>
/s/ Jacob Agam
--------------
Jacob Agam                             Chairman of the Board of Directors                           April 29, 2002

/s/ Carlo Petrini
-----------------
Carlo Petrini                          Co-Chairman of the Board of Directors                        April 29, 2002

/s/ Riccardo Carelli
--------------------
Riccardo Carelli                       Chief Executive Officer and Director                         April 29, 2002
                                       (principal executive officer)

/s/ Larino Teruzzi
------------------
Larino Teruzzi                         Chief Financial Officer (principal                           April 29, 2002
                                       accounting and financial officer)

/s/ Marc S. Goldfarb
--------------------
Marc S. Goldfarb                       Director                                                     April 29, 2002

/s/ Klaus Grissemann
--------------------
Klaus Grissemann                       Director                                                     April 29, 2002

/s/ Robert Weiss
----------------
Robert Weiss                           Director                                                     April 29, 2002

/s/ Erich Weber
---------------
Erich Weber                            Director                                                     April 29, 2002
</TABLE>